CONTRACT FOR PROFESSIONAL SERVICES. Metropolitan Transportation Plan 2035 Transportation Demand Modeling Contract

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1 CONTRACT FOR PROFESSIONAL SERVICES Metropolitan Transportation Plan 2035 Transportation Demand Modeling Contract THIS AGREEMENT made and entered into this day of,, by and between the Wichita Area Metropolitan Planning Organization (WAMPO), party of the first part (hereinafter referred to as the Client ); and Alliance Transportation Group, Inc. party of the second part (hereinafter referred to as the Consultant ) WHEREAS, the Client wants to contract with the Consultant for Travel Demand Modeling (TDM) services to support the development of the Metropolitan Transportation Plan 2035 (MTP). The contract is financed in part with funding from the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA) and is subject to federal requirements and regulations. The services performed under any resulting agreement shall comply with all federal, state and the City of Wichita laws and regulations. In addition, this contract will be subject to the requirements of 49 CFR 18 and cost eligibility reimbursement will be subject to 48 CFR 31.2; and WHEREAS, the Consultant has the knowledge, experience and expertise in transportation planning to undertake this Project on behalf of the Client; and WHEREAS, the Client desires to retain the services of the Consultant to provide support for regional TDM activities. NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS: DESCRIPTION OF SERVICES. The Consultant will provide the services and deliver the documents required to provide support to update the MTP 2035 as outlined in the Scope of Services set forth in Exhibit B and as follows. A. To make available during regular office hours, all calculations, maps, drawings, and all other appropriate forms of representation such as the Client may wish to examine periodically during performance of this agreement. B. To attend meetings with the Client and other local, state and federal agencies as necessitated by the Scope of Services as set forth in Exhibit B, which by this reference is incorporated and made a part of this agreement. C. To save and hold the Client harmless against all suits, claims, and losses arising from or caused by errors, omissions or negligent acts of the Consultant, its agents, servants, employees, or subcontractors occurring in the performance of its services under this contract. D. To maintain books, documents, papers, accounting records, and other evidence pertaining to costs incurred by the Consultant and, where relevant to method of payment, to make such material available to the Client. Page 1 of 16

2 E. To comply with all federal, state, and local laws, ordinances, and regulations applicable to the work, including Title VI of the Civil Rights Act of F. To be responsible for the professional and technical accuracies and the coordination of all designs, maps and presentation, drawings, specifications, plans and/or other work or material furnished by the Consultant under this agreement. The Consultant further agrees that all designs, drawings, specifications, plans, and other work or material furnished by the Consultant, its agents, employees and subcontractors, under this agreement, including any additions, alterations or amendments thereof, shall be free from negligent errors or omissions. 2. PERFORMANCE OF SERVICES. The Consultant shall determine the manner in which its services hereunder are to be performed and the specific hours to be worked in performing such services; provided, the Consultant will provide requested information and activities as agreed between Client and Consultant. 3. PAYMENT. The Client will compensate upon finding that services and deliverables provided by the Consultant are acceptable under the terms of the agreement for the direct hours worked by the Consultant s employee(s) at the rates set forth in Exhibit C, Fee Schedule, which by this reference is incorporated and made a part of this agreement. The Client will compensate the Consultant upon finding that costs are acceptable under the terms of the agreement for material and other direct costs specified in the Scope of Services and for reasonable expenses, including travel, incurred as a direct result of Consultant's performance of services. The actual cost shall be incurred in conformity with the cost principles established in 23 CFR 172 and 48 CFR et seq. Unless acceptable by the Client, the maximum cost not to exceed dollar amount for the compensation for services detailed in this agreement is $220,988 effective the date of the final signature of this contract until the end of project including reimbursable expenses for the time they are productively engaged in work necessary to fulfill the terms of this contract. During the progress of work covered by this agreement, payments less a retainage of 5% will be made to the Consultant at intervals of 30 days based on the statements provided by the Consultant itemizing the number of hours of work performed, the percentage of the services hereunder completed and in compliance with the Fee Schedule as set forth in Exhibit C, a copy of which is attached hereto and incorporated herein by reference. Client will make payment within 30 days of a reconciled and approved invoice reflecting deliverables as outlined by the scope of work. The Consultant will negotiate with the Client if there are any changes in deliverable dates. In addition, the Consultant agrees that; A. The reimbursement for the professional services required by this agreement will be based on the Consultant s actual costs, which can be less than the estimated amount. If additional work should be necessary, the Client will negotiate with the Consultant if there are any changes in the deliverables. No additional work shall be performed nor shall additional compensation be paid except on the basis of a Supplemental Agreement duly entered into by the Client and the Consultant. Page 2 of 16

3 B. Accumulated partial payments shall not exceed $198,889 (ninety percent of the maximum fee payment amount) until the final draft report has been received and approved by the WAMPO Transportation Policy Body. C. Client will inform Consultant promptly of any dissatisfaction with deliverables or invoicing and will reimburse to the Consultant any withheld payment upon completion of the associated work effort to the Client s satisfaction. D. The Client may withhold reimbursement of payment at the end of each 30-day cycle and the accrued retainage dollar amount in the situation where deliverables applicable to the invoiced amount get delayed by more than two weeks without the Client s approval. Any payment withheld will be proportional to a reasonable estimate of the work effort that may be delayed. Reimbursement will be made promptly upon completion of the associated services to the satisfaction of the Client. The Consultant will not be responsible or held liable for delays occasioned by the actions or inactions on the part of the Client or for other unavoidable delays beyond the control of the Consultant. E. At scheduled project meetings the Consultant will review with the Client the Consultant s progress with regard to both completed and ongoing work efforts. Progress will be assessed with regard to the status of completion of deliverables that are ongoing and the Consultant s efforts to resolve issues that may affect schedule. Deliverables as identified within the scope of services will be discussed as well as any known project issues that may be beyond the control of the Consultant that could affect the schedule. Client may withhold payment in part or in whole for services not completed or for which work progress is not proportional to the level of effort invoiced. Any withheld payment will be proportional to the effort deemed necessary to bring the associated tasks or deliverables up to the level of effort that has been invoiced. Client will inform Consultant promptly of any dissatisfaction with deliverables or invoicing and will reimburse to the Consultant any withheld payment upon completion of the associated work effort to the Client s satisfaction. F. To the extent the Client is satisfied with Consultant s work progress, accrued retainage held by the Client from prior invoice payments will be released to the Consultant every six months or every sixth invoice. Retainage due will be included in the applicable invoice from Consultant. At the Client s discretion, retainage may continue to be withheld from future payments for work not yet invoiced. Upon completion of all services accepted by the Client, Client will release all remaining retainage to Consultant within 30 days of final approved and reconciled invoicing from Consultant. 4. CASH BASIS AND BUDGET LAWS. The right of the Client to enter into this Agreement is subject to the provisions of the Cash Basis Law (K.S.A and ), the Budget Law (K.S.A ), and other laws of the State of Kansas. This Agreement shall be Page 3 of 16

4 construed and interpreted so as to ensure that the Client shall at all times stay in conformity with such laws, and as a condition of this Agreement the Client reserves the right to unilaterally sever, modify, or terminate this Agreement at any time if, in the opinion of its legal counsel, the Agreement may be deemed to violate the terms of such laws. 5. INDEMNIFICATION AGREEMENT. Consultant agrees to fully indemnify, defend, and hold harmless Client, its officers, employees, and volunteers from any and all loss, damage, liability, claim, demand, or cause of action whatsoever to the extent arising out of or resulting from or alleged to have arisen out of or have resulted from any negligent act or omission or willful misconduct of Consultant, its officers, employees, independent contractors, or representatives in the performance of this Agreement. 6. TERM/TERMINATION. This agreement shall run for the life of the project effective the date of the final signature of this contract. This agreement shall terminate upon the satisfactory completion by the Consultant of the services and documents required to be provided hereunder, or upon 20 days written notice of cancellation by the Client. Upon receipt of such notice of termination the Consultant shall discontinue and cause all such work to terminate upon the date specified in the notice from the Client. The Consultant will be entitled to compensation for actual effort performed up to the date of termination. Any invoice for completed work or termination claim including the total accumulated retainage dollar amount must be submitted to the Client within thirty (30) days after the effective date of termination. In the event of termination, such information prepared by Consultant to carry out this contract, including data, studies, surveys, records, drawings, maps and reports shall, at the option of Client, become the property of the Client and be immediately turned over to the Client. Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. 7. PROPRIETARY MATERIALS. Upon the successful completion of contract, all data and electronic models provided by the Client, and any new data and electronic models prepared by the Consultant under this contract will be returned to the Client. The Consultant agrees to not keep a copy of the electronic transportation model after the successful completion of the contract for any other use, or transfer data or electronic models to any other party without the written approval from the Client. 8. RELATIONSHIP OF PARTIES. It is understood and agreed that the Consultant is an independent contractor. 9. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficient if delivered in person or deposited in the United States mail, postage prepaid, and addressed as follows: For the Client: Nancy K Harvieux, AICP Transportation Planning Manager Page 4 of 16

5 Wichita Area Metropolitan Planning Organization 455 N. Main St. 10 th Floor Wichita, Kansas For the Consultant: J.D. Allen, AICP Vice President Alliance Transportation Group, Inc Metric Blvd. Bldg M1 Austin TX ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, either oral or written. This Agreement supersedes any prior written or oral agreement between the parties pertaining to the same subject matter. 10. AMENDMENT. This Agreement may be modified or amended if the modification or amendment is made in writing and signed by the Client and the Consultant. 11. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds any provision of this Agreement is invalid or unenforceable, but by limiting the applicability of such provision the entire Agreement would be valid and enforceable, then such provision shall be deemed to be written, construed and enforced as limited. 12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 13. APPLICABLE LAW. This Agreement shall be governed by the law of the State of Kansas. Page 5 of 16

6 Approved as to form: By Joe Allen Lang Chief Deputy City Attorney, City of Wichita Date WICHITA AREA METROPOLITAN PLANNING ORGANIZATION: Jeff Longwell Transportation Policy Body Chairperson Date CITY OF WICHITA AS FISCAL AGENT: Carl Brewer Mayor Date ATTEST: John Schlegel WAMPO Secretary Date ALLIANCE TRANSPORTATION GROUP, INC. J.D. Allen Vice President Date Page 6 of 16

7 EXHIBIT A REVISED NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION PROGRAM REQUIREMENTS STATEMENT FOR CONTRACTS OR AGREEMENTS During the term of this contract, the contractor or subcontractor, vendor or supplier of the City, by whatever term identified herein, shall comply with the following Non-Discrimination--Equal Employment Opportunity/Affirmative Action Program Requirements: A. During the performance of this contract, the contractor, subcontractor, vendor or supplier of the City, or any of its agencies, shall comply with all the provisions of the Civil Rights Act of 1964, as amended: The Equal Employment Opportunity Act of 1972; Presidential Executive Orders 11246, 11375, 11131; Part 60 of Title 41 of the Code of Federal Regulations; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990 and laws, regulations or amendments as may be promulgated thereunder. B. Requirements of the State of Kansas: 1. The contractor shall observe the provisions of the Kansas Act against Discrimination (Kansas Statutes Annotated , et seq.) and shall not discriminate against any person in the performance of work under the present contract because of race, religion, color, sex, disability, and age except where age is a bona fide occupational qualification, national origin or ancestry; 2. In all solicitations or advertisements for employees, the contractor shall include the phrase, "Equal Opportunity Employer", or a similar phrase to be approved by the "Kansas Human Rights Commission"; 3. If the contractor fails to comply with the manner in which the contractor reports to the "Kansas Human Rights Commission" in accordance with the provisions of K.S.A Supp , as amended, the contractor shall be deemed to have breached this contract and it may be canceled, terminated or suspended in whole or in part by the contracting agency; 4. If the contractor is found guilty of a violation of the Kansas Act against Discrimination under a decision or order of the "Kansas Human Rights Commission" which has become final, the contractor shall be deemed to have breached the present contract, and it may be canceled, terminated or suspended in whole or in part by the contracting agency; 5. The contractor shall include the provisions of Paragraphs 1 through 4 inclusive, of this Subsection B, in every subcontract or purchase so that such provisions will be binding upon such subcontractor or vendor. C. Requirements of the City of Wichita, Kansas, relating to Non-Discrimination -- Equal Employment Opportunity/Affirmative Action Program Requirements: 1. The vendor, supplier, contractor or subcontractor shall practice Non-Discrimination -- Equal Employment Opportunity in all employment relations, including but not limited to employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The vendor, supplier, contractor or subcontractor shall submit an Equal Employment Opportunity or Affirmative Action Program, when required, to the Department of Finance of the City of Wichita, Kansas, in accordance with the guidelines established for review and evaluation; 2. The vendor, supplier, contractor or subcontractor will, in all solicitations or advertisements for employees placed by or on behalf of the vendor, supplier, contractor or subcontractor, state that all qualified applicants will receive consideration Page 7 of 16

8 for employment without regard to race, religion, color, sex, "disability, and age except where age is a bona fide occupational qualification", national origin or ancestry. In all solicitations or advertisements for employees the vendor, supplier, contractor or subcontractor shall include the phrase, "Equal Opportunity Employer", or a similar phrase; 3. The vendor, supplier, contractor or subcontractor will furnish all information and reports required by the Department of Finance of said City for the purpose of investigation to ascertain compliance with Non-Discrimination -- Equal Employment Opportunity Requirements. If the vendor, supplier, contractor, or subcontractor fails to comply with the manner in which he/she or it reports to the City in accordance with the provisions hereof, the vendor, supplier, contractor or subcontractor shall be deemed to have breached the present contract, purchase order or agreement and it may be canceled, terminated or suspended in whole or in part by the City or its agency; and further Civil Rights complaints, or investigations may be referred to the State; 4. The vendor, supplier, contractor or subcontractor shall include the provisions of Subsections 1 through 3 inclusive, of this present section in every subcontract, subpurchase order or subagreement so that such provisions will be binding upon each subcontractor, subvendor or subsupplier. 5. If the contractor fails to comply with the manner in which the contractor reports to the Department of Finance as stated above, the contractor shall be deemed to have breached this contract and it may be canceled, terminated or suspended in whole or in part by the contracting agency; D. Exempted from these requirements are: 1. Those contractors, subcontractors, vendors or suppliers who have less than four (4) employees, whose contracts, purchase orders or agreements cumulatively total less than five thousand dollars ($5,000) during the fiscal year of said City are exempt from any further Equal Employment Opportunity or Affirmative Action Program submittal. 2. Those vendors, suppliers, contractors or subcontractors who have already complied with the provisions set forth in this section by reason of holding a contract with the Federal government or contract involving Federal funds; provided that such contractor, subcontractor, vendor or supplier provides written notification of a compliance review and determination of an acceptable compliance posture within a preceding forty-five (45) day period from the Federal agency involved. Page 8 of 16

9 EXHIBIT B Scope of Services The following Scope of Services describes the work to be performed by Alliance Transportation Group, Inc. for WAMPO to update the existing regional trip generation model component, evaluate and update the performance and accuracy of the trip distribution model and to develop a transit/mode-choice model in a manner consistent with the improvements made to trip generation and distribution. The following tasks describe the scope of the project in more detail. Task 1 - Update the TDM to a new base year and to the near term analysis year Task 1.1 Select a base year for model validation - Although the RFP assigns a base year of 2010 to the travel demand model update, the model cannot be recalibrated and revalidated to a year for which there is no observed transportation system data such as traffic counts and transit ridership. Therefore, as a first step, Alliance will work with the WAMPO to identify an appropriate base year for model validation, and 2010 will be maintained in the model update as a near term analysis year along with the other milestone years in Task 4. Task 1.2 Input Base Year Demographic Data - Alliance will input to the traffic analysis zone layer the demographics, land use and other socioeconomic variables necessary for application of the travel demand model for the selected base year. If this data is not directly available from the WAMPO, then Alliance will use available US Census estimates, Kansas state data sources, and proprietary data sources such as Woos and Pool or Info USA for development of the estimates of the appropriate variables. Task 1.3 Household market stratification Alliance will review household socioeconomic market stratification data in the model to determine if it is adequate to support the transit model to be built in Task 5. If additional socioeconomic market stratification is necessary, Alliance will work with the WAMPO to determine a strategy for revising model parameters and data to support the transit model. Task 1.4- Traffic analysis zone geography and transportation networks For the travel demand model to work correctly, the traffic analysis zone geography and the transportation system network geography must not only realistically represent the land use and transportation systems of the region, but both must also be coded with matching and compatible levels of detail. To insure that realistic interpretation and complimentary scale is maintained, Alliance will: a) Perform statistical analysis of the total households and employment in each zone to determine whether existing zones should be divided to provide a more homogeneous representation of the land uses and to provide sufficient detail to correctly interpret the travel patterns in the community. b) Ensure that the revised TAZ structure complies with the FHWA and US Census requirements of the TAZ-up Program by maintaining consistency with current census geography. c) Add detail to the highway network to support the revised TAZ geography and insure that each zone has adequate and realistic access to the transportation system. The Alliance approach to network coding is to use a state of the practice master network approach that allows for efficient and dynamic assembly of combinations of projects into alternative scenarios. This concept is discussed further in Task 6. d) Add a transit system network to the model geography with appropriate mechanisms for interpreting both walk-to-transit and drive-to-transit access from each zone. Task 2 - Review and verify special generator and external station information. Many hospitals, airports, military bases and other activity centers have unique characteristics that are not adequately captured in a travel demand model and therefore must be treated as special generators. However, many locations, such as regional malls often get treated as special generators Page 9 of 16

10 because of inadequate employment information. Alliance will work with the WAMPO to verify that the current special generators contained in the model are identified correctly and adequately interpreted. If improved employment information is available, Alliance will work with the WAMPO to eliminate unnecessary special generators as well as to add new special generators that may have been built since the last model update. Task 3 - Calibrate and validate the new base year. Task 3.1 Model Calibration - Once all demographic updates have been made and all adjustments to parameters required for the transit model, Alliance will re-calibrate each model component (generation, distribution, mode choice and assignment) against known data sources. These sources will include the National Cooperative Highway Research Report 365 (NCHRP365), the National Household Transportation Survey (NHTS), The Institute of Transportation Engineers (ITE) Trip Generation Rates, the Census Transportation Planning Package (CTPP), KDOT issued guidelines and other accepted sources. To the extent data is available signals and stop signs will be depicted in the roadway network. If no data is available Alliance will attempt to code the locations of signals based upon professional judgment and images available from Google Earth. Stop signs will be added using a set of rules based upon the facility types of roadways that intersect. We will account for the delay associated with intersection controls in the assignment procedure. To assist with model calibration and the execution of model running in support of the MTP a model interface will be developed or refined to include a scenario manager. This capability will be included in the updated model delivered. Task 3.2 Model Validation - The ability of travel demand models to forecast future year traffic and other travel behavior are predicated on their ability to estimate known traffic volumes and travel patterns under base year conditions for which extensive data is available. Validation refers to the process of using a model to estimate travel assignments for the base year and comparing these travel assignments to observed travel data. The typical comparison, when sufficient data is available, is between highway traffic assignments and actual traffic volumes derived from traffic count data. In the case of the WAMPO model a comparison with observed transit ridership will also be needed to validate the new transit model. Alliance will carry out validation of the WAMPO travel demand model in a structured manner using clearly defined benchmarks or measures of success that allow the results of the validation analysis to be tabulated, and quantitatively analyzed. This approach will provide WAMPO with a high degree of confidence in the statistical foundation and structure of the model. Alliance will coordinate with WAMPO on validation criteria prior to beginning the validation process. Validation criteria will be based on sound statistical strategies such as evaluation of percent root mean square error (%RMSE). Candidate criteria will be based on accepted published standards from reliable sources such as the Model Validation and Reasonableness Checking Manual, Travel Model Improvement Program, US DOT, FHWA (June 2001). The locations of base year traffic counts provided by WAMPO/KDOT will be coded to the roadway networks. Traffic assignment results for the validation year will be compared to the traffic counts to calculate a percent error value that will be aggregated and tabulated across a variety of categories including county-wide; functional class; area type; and individual screen lines or cut lines. Transit Ridership data provided by Wichita Transit will be used to perform a similar comparison between transit assignment and observed ridership. A User's Manual will be developed and provided for the updated model. Page 10 of 16

11 Task 4 - Create derivative models for 2020, 2035, and A.M. and P.M. peak hours. Task 4.1 Forecast Years 2020 and Alliance will populate the TAZ layer with the demographic and socioeconomic attributes required to run the travel demand model for milestone analysis years 2015 and Alliance will also populate the master highway and transit networks with appropriate future year projects to be able to interpret the transportation system conditions anticipated in 2020 and These TAZ and network updates should be all of the adjustments needed to apply the travel demand model for these two analysis years when running alternative scenarios in Task 6. If different alternate years are decided by WAMPO the Alliance will develop alternate year derivative model (to be decided prior to derivative model creation). Additional forecast years, that the MPO can provide demographics for, will be added to the model interface. Task 4.2 A.M. and P.M. Peak Hour Models Using diurnal distribution factors from local time-of-day traffic counts, local household survey data, NHTS data and other sources as available, Alliance will develop a set of A.M. peak and P.M. peak hour factors that can be used in the development of peak factors and trip tables that can, in conjunction with hourly roadway link capacities, be assigned to produce peak hour traffic assignments and highest peak hour transit assignments for base year and each analysis year. Task 5 - Develop a transit model component to the TDM. Task 5.1 Mode Choice - There are two approaches that WAMPO might take to implementing a transit model. The first is a transit model that is capable of doing investment grade transit corridor analysis and capable of meeting FTA New Starts guidelines for major capital investments. This approach would require a complete reconstruction of the travel demand model supported by transit on-board survey and perhaps even household or workplace surveys to develop travel parameters. Although Alliance has done and is doing similar work in other areas and could provide this service, this approach is not recommended. A model of this detail is likely to throw off your MTP development timeline and the level-of-effort is greater than needed to support the project objectives of using the model to update the MTP. The second approach targets the objectives of providing an adequate transit model for performing the systems level planning contemplated in an MTP Update and creating level playing field between transit and highway alternatives analyses and project evaluation. To develop this systems planning model to be used in the MTP 2035 development and subsequent systems level planning analysis would be to: a. Alliance will develop transit paths/skims, with path weighting factors that are consistent with the mode choice parameters as required by FTA. The Alliance Team will also compare transit skims to existing transit schedules, revenue-miles and revenue-hour statistics. The validity of the transit skims will be demonstrated via reasonable replication of revenue-miles and revenue-hours, as well as average travel speeds. In previous work, Alliance has developed a bus speed estimation model based on a combination of bus schedule, dwell time, acceleration rates etc. This algorithm will provide a reasonable representation of the differential in auto and bus travel times at various times of day (peak and off-peak). b. Alliance will develop a mode choice model derived from and using the FTA quality control model using a basic set of asserted or borrowed parameters that fall within ranges established in FTA quality control and model calibration guidelines. This approach provides a competent model that can be used to test and compare the basic feasibility and effectiveness of various transit system alternatives for inclusion in the MTP Task 5.2 Transit Assignment Alliance will develop a transit assignment routine that uses the trip tables output by the mode choice model to assign transit riders to the appropriate routes and transit system resources. Page 11 of 16

12 Task 5.3 Transit Alternatives Analysis Alliance will get input from the transit agency on 2 project alternatives to test in the scenario testing phase. Task 6 - Alternative Travel Forecasts. Using the highway and transit master networks developed in Task 1.4, Alliance will run alternatives analyses on proposed projects for 2020 and These alternatives may include a run designed to test committed projects (programmed projects) before or in conjunction with evaluating future build alternatives. Because the number of alternatives and the content of the scenarios will be determined during the MTP update process, we propose to apply the model using a master network concept. With this approach, all of the candidate projects (highway and transit) are coded into a comprehensive line layer that serves as the inventory for compiling each scenario. Using this approach, scenarios can be built dynamically in a matter of minutes using selection sets on network attribute fields for each project. This strategy will allow WAMPO to test a large number of scenarios efficiently and at minimum cost. The master network approach avoids the traditional problems of having to manually code the same projects for multiple scenarios and totally avoids the problems of skewing the alternatives analysis by having a human coding error in one run, but not in another. By avoiding these labor intensive exercises, the master network process will allow WAMPO to fully explore its project alternatives and optimize the use of the travel demand model in the planning process. Task 7 - Assist WAMPO staff in identifying the best alternative scenarios and in analyzing alternative analysis runs. Alliance will assist WAMPO staff in reviewing proposed projects by preparing model output such as themed maps and comparative analysis charts and data sets that will assist WAMPO staff to identify the different benefits and impacts of each alternative to determine which projects provide the greatest value to the community and best promote the objectives of the MTP. Alliance will also perform system effectiveness analysis and prepare system effectiveness reports to identify system inefficiencies and disconnects in proposed project scope or limits to assist the WAMPO staff in making planning-level determinations that projects are developed in an interoperable manner with realistic operational concepts. Task 8 - Provide professional TDM related advice as needed in relation to the MTP update. Alliance will provide as needed TDM related advice and technical support to the WAMPO staff in relation to the MTP update. This support will include, but not be limited to answering questions related to model outputs and comparative analysis, as well as providing additional analysis reports, maps or exhibits to provide insight into particular aspects of transportation system conditions or travel behavior that is relevant to the ongoing MTP update. Both informal and formal training will be conducted in conjunction with trips scheduled to support of the MTP update. The training will cover, at a minimum, how to operate the model, conduct runs, and develop scenarios. Task 9 Meetings. Alliance will attend up to 15 meetings with the WAMPO and member agencies. These meetings will occur over the life of the model update and MTP update process. Page 12 of 16

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14 EXHIBIT C Fee Schedule The project will be based on a cost plus fixed fee basis not to exceed $ 220,988. WAMPO Model Update for MTP 2035 Fee Summary Personnel Hours Base Rate Direct Labor J. D. Allen, AICP Principal 40 $ $ 2,115 James Harvey Planning Director 24 $ $ 1,254 R. Michael Chaney Senior Planner 856 $ $ 32,434 Jack Jones Senior Planner 48 $ $ 1,750 Daniel Rios IT Technician 200 $ $ 5,192 Tian Huang Transportation Planner 730 $ $ 18,243 Martin Thoman Engineering Technician 160 $ $ 2,891 Total Hours 2058 $ 63,879 Direct Labor $ 63,879 Overhead $ 123,075 Fee 12.0% $ 22,434 Subtotal Burdened Labor $ 209,388 Direct Expenses Travel $ 7,200 Car Rental $ 1,700 Per Diem $ 1,000 Hotel $ 1,700 Subtotal (Direct) $ 11,600 Total $ 220,988 * Task 5 as delineated in the above scope of services represents $ 47,312 of the $220,988 total budget. Page 14 of 16

15 EXHIBIT D State of Kansas Department of Administration DA-146a (Rev. 1-01) CONTRACTUAL PROVISIONS ATTACHMENT Important: This form contains mandatory contract provisions and must be attached to or incorporated in all copies of any contractual agreement. If it is attached to the vendor/contractor's standard contract form, then that form must be altered to contain the following provision: "The Provisions found in Contractual Provisions Attachment (Form DA-146a, Rev. 1-01), which is attached hereto, are hereby incorporated in this contract and made a part thereof." The parties agree that the following provisions are hereby incorporated into the contract to which it is attached and made a part thereof, said contract being the day of April,. 1. Terms Herein Controlling Provisions: It is expressly agreed that the terms of each and every provision in this attachment shall prevail and control over the terms of any other conflicting provision in any other document relating to and a part of the contract in which this attachment is incorporated. 2. Agreement With Kansas Law: All contractual agreements shall be subject to, governed by, and construed according to the laws of the State of Kansas. 3. Termination Due To Lack Of Funding Appropriation: If, in the judgment of the Director of Accounts and Reports, Department of Administration, sufficient funds are not appropriated to continue the function performed in this agreement and for the payment of the charges hereunder, State may terminate this agreement at the end of its current fiscal year. State agrees to give written notice of termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided State under the contract. State will pay to the contractor all regular contractual payments incurred through the end of such fiscal year, plus contractual charges incidental to the return of any such equipment. Upon termination of the agreement by State, title to any such equipment shall revert to contractor at the end of State's current fiscal year. The termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to the agency or the contractor. 4. Disclaimer Of Liability: Neither the State of Kansas nor any agency thereof shall hold harmless or indemnify any contractor beyond that liability incurred under the Kansas Tort Claims Act (K.S.A et seq.). 5. Anti-Discrimination Clause: The contractor agrees: (a) to comply with the Kansas Act Against Discrimination (K.S.A et seq.) and the Kansas Age Discrimination in Employment Act (K.S.A et seq.) and the applicable provisions of the Americans With Disabilities Act (42 U.S.C et seq.) (ADA) and to not discriminate against any person because of race, religion, color, sex, disability, national origin or ancestry, or age in the admission or access to, or treatment or employment in, its programs or activities; (b) to include in all solicitations or advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the reporting requirements set out at K.S.A and K.S.A ; (d) to include those provisions in every subcontract or purchase order so that they are binding upon such subcontractor or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration; (f) if it is Page 15 of 16

16 determined that the contractor has violated applicable provisions of ADA, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration. Parties to this contract understand that the provisions of this paragraph number 5 (with the exception of those provisions relating to the ADA) are not applicable to a contractor who employs fewer than four employees during the term of such contract or whose contracts with the contracting state agency cumulatively total $5,000 or less during the fiscal year of such agency. 6. Acceptance Of Contract: This contract shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given. 7. Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation shall be allowed to find the State or any agency thereof has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of a contingency. Further, the State of Kansas shall not agree to pay attorney fees and late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A ), and no provision will be given effect which attempts to exclude, modify, disclaim or otherwise attempt to limit implied warranties of merchantability and fitness for a particular purpose. 8. Representative's Authority To Contract: By signing this contract, the representative of the contractor thereby represents that such person is duly authorized by the contractor to execute this contract on behalf of the contractor and that the contractor agrees to be bound by the provisions thereof. 9. Responsibility For Taxes: The State of Kansas shall not be responsible for, nor indemnify a contractor for, any federal, state or local taxes which may be imposed or levied upon the subject matter of this contract. 10. Insurance: The State of Kansas shall not be required to purchase, any insurance against loss or damage to any personal property to which this contract relates, nor shall this contract require the State to establish a "self-insurance" fund to protect against any such loss or damage. Subject to the provisions of the Kansas Tort Claims Act (K.S.A et seq.), the vendor or lessor shall bear the risk of any loss or damage to any personal property in which vendor or lessor holds title. 11. Information: No provision of this contract shall be construed as limiting the Legislative Division of Post Audit from having access to information pursuant to K.S.A et seq. 12. The Eleventh Amendment: "The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not be reserved, but prudence requires the State to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment." Page 16 of 16